<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------- ---------------
Commission File Number: 0-24208
---------------
FLUOROSCAN IMAGING SYSTEMS, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 36-3334362
-----------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
650-B Anthony Trail, Northbrook, Illinois 60062
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(847) 564-5400
--------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
- -
As of August 1, 1996, there were 4,622,894 shares of common stock, par value
$.0001, of the issuer outstanding.
<PAGE> 2
FLUOROSCAN IMAGING SYSTEMS, INC.
QUARTERLY PERIOD ENDED JUNE 30, 1996
INDEX
<TABLE>
<CAPTION>
PAGE(S)
PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995 ................................... 1
Consolidated Statements of Income for the three months
ended June 30, 1996 and June 30, 1995 and the six months
ended June 30, 1996 and June 30, 1995 ................................................................... 2
Consolidated Statement of Stockholders' Equity for the six
months ended June 30, 1996 .............................................................................. 3
Consolidated Statements of Cash Flows for the three months
ended June 30, 1996 and June 30, 1995 and the six months
ended June 30, 1996 and June 30, 1995 ................................................................... 4
Notes to Consolidated Financial Statements .............................................................. 5-6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................................................... 6-9
PART II - OTHER INFORMATION
Item 4. Matters Submitted to a Vote of Security Holders ........................................................... 10
Item 6. Exhibits and Reports on Form 8-K .......................................................................... 10
SIGNATURES .............................................................................................................. 11
</TABLE>
i
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
FLUOROSCAN IMAGING SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------------- --------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents................................................ $ 6,435,280 $ 5,438,600
Accounts receivable
Trade................................................................... 2,072,498 1,704,796
Other................................................................... 128,739 196,067
Inventories.............................................................. 1,894,875 1,639,505
Prepaid income taxes..................................................... 171,000 125,000
Prepaid expenses......................................................... 26,223 76,509
----------- -----------
Total Current Assets................................................. 10,728,615 9,180,477
Property, Plant and Equipment, net........................................ 595,131 588,498
Other Assets
Deferred tax asset....................................................... 18,000 13,000
Long-term receivables.................................................... 173,615 274,740
Miscellaneous............................................................ 192,030 164,030
----------- -----------
$11,707,391 $10,220,745
LIABILITIES AND STOCKHOLDERS' EQUITY =========== ===========
Current Liabilities
Accounts payable......................................................... $1,066,638 $710,275
Accrued expenses
Payroll and bonuses..................................................... 230,892 106,062
Unpaid commissions...................................................... 326,014 436,107
Royalties............................................................... 66,510 75,881
Other................................................................... 94,931 32,473
----------- -----------
Total Current Liabilities............................................ 1,784,985 1,360,798
Stockholders' Equity ----------- ---------
Preferred stock, $.0001 par value; shares authorized 1,000,000; none issued - -
Common stock, $.0001 par value; shares authorized 14,000,000; 3,545,969
outstanding as of June 30, 1996, 3,472,519 as of
December 31, 1995....................................................... 355 347
Additional paid-in capital............................................... 9,657,256 9,164,210
Retained Earnings (Deficit).............................................. 264,795 (304,610)
----------- -----------
Total Stockholders' Equity................................................ 9,922,406 8,859,947
$11,707,391 $10,220,745
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 4
FLUOROSCAN IMAGING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1996 1995 1996 1995
------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales................................... $3,402,698 $3,573,737 $6,904,732 $6,064,659
Cost of Goods Sold.......................... 1,642,476 1,473,060 3,148,693 2,511,118
---------- ---------- ---------- ----------
Gross profit................................ 1,760,222 2,100,677 3,756,039 3,553,541
Selling, General and Administrative Expenses 1,569,232 1,568,830 2,981,546 2,589,207
---------- --------- --------- ---------
Operating income............................ 190,990 531,847 774,493 964,334
Other Income ---------- --------- --------- ---------
Interest income............................. 73,804 79,367 132,737 135,452
Other income............................... 2,000 48,575 37,175 98,825
---------- --------- --------- ---------
Net other income............................ 75,804 127,942 169,912 234,277
---------- --------- --------- ---------
Income before income taxes.................. 266,794 659,789 944,405 1,198,611
Income Taxes................................ 101,000 242,100 375,000 440,300
---------- --------- --------- ---------
Net Income.................................. $165,794 $417,689 $569,405 $758,311
========== ========= ======== =========
Net Income Per Share........................ $0.05 $0.12 $0.16 $0.22
Weighted Average Common Share and Share ========== ========= ======== =========
Equivalents Outstanding..................... 3,583,105 3,472,519 3,526,598 3,472,519
========== ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 5
FLUOROSCAN IMAGING SYSTEMS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK
-----------------------
SHARES AMOUNT ADDITIONAL PAID-IN RETAINED EARNINGS TOTAL
CAPITAL (DEFICIT)
-------------- ------ ------------------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, at December 31, 1995 3,472,519 $347 $9,164,210 $(304,610) $8,859,947
Stock warrants exercised....... 73,450 8 493,046 - 493,054
Net income, six months ended
June 30, 1996................. - - - 569,405 569,405
--------------- ------- ---------- -------- ----------
Balance, at June 30, 1996...... 3,545,969 $355 $9,657,256 $264,795 $9,922,406
=============== ======= ========== ======== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 6
FLUOROSCAN IMAGING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- ---------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Cash Flows From Operating Activities
Net income...................................... $165,794 $417,689 $569,405 $758,311
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization.................. 37,784 30,732 70,682 76,994
Deferred tax asset............................. (5,000) 148,000 (5,000) 346,200
Net (increase) decrease in
Accounts receivable
Trade......................................... 416,393 (375,187) (367,702) (758,764)
Other......................................... 58,876 (35,117) 67,328 (61,689)
Inventories.................................... (225,489) (14,942) (255,370) (69,122)
Prepaid income taxes........................... (171,000) (354,903) (46,000) (354,923)
Prepaid expenses............................... 41,557 34,607 50,286 20,593
Long-term receivables.......................... - (78,406) 101,125 (95,601)
Other assets................................... 56,818 (12,000) (28,000) (24,000)
Net increase (decrease) in
Accounts payable............................... 353,146 230,582 356,363 272,269
Accrued expenses............................... (50,285) 90,960 67,824 90,321
----------- --------- --------- ---------
Net cash provided by operating activities....... 678,594 82,015 580,941 200,589
----------- --------- --------- ---------
Cash Flows From Investing Activities
Purchase of property, plant and equipment...... (53,276) (76,125) (77,315) (143,967)
----------- --------- --------- ---------
Net cash (used in) investing activities......... (53,276) (76,125) (77,315) (143,967)
----------- --------- --------- ---------
Cash Flows From Financing Activities
Exercise of warrants........................... 493,054 - 493,054 -
----------- --------- --------- ---------
Net cash provided by financing activities....... 493,054 - 493,054 -
----------- --------- --------- ---------
Net Increase in Cash and Cash Equivalents....... 1,118,372 5,890 996,680 56,622
Cash and Cash Equivalents, at beginning of period 5,316,908 4,622,685 5,438,600 4,571,953
----------- --------- --------- ---------
Cash and Cash Equivalents, at end of period..... $6,435,280 $4,628,575 $6,435,280 $4,628,575
=========== ========== ========== ==========
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for Taxes.......... $426,000 $ 447,000 $ 426,000 $ 459,500
----------- ---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 7
FLUOROSCAN IMAGING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The financial information included herein at June 30, 1996 and for the
three and six months ended June 30, 1996 and 1995 includes only normal
recurring accruals necessary for the fair presentation of the financial
position as of that date and the results of operations for those periods. The
information on the balance sheet at December 31, 1995 was derived from the
Company's audited financial statements for 1995.
Interim statements are subject to possible adjustment in connection with
the annual audit of the Company for the year ended December 31, 1996. In the
opinion of management of the Company, the accompanying unaudited interim
financial statements reflect all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the financial position and
results of operations for the periods presented.
The results of operations for the interim periods covered by this report
may not necessarily be indicative of operating results for the full fiscal
year.
2. WARRANT REDEMPTION
On June 10, 1996, the Company announced that it would redeem all of its
1,150,000 Common Stock Purchase Warrants outstanding at a price of $0.01 per
warrant, to be effective July 15, 1996. This date was subsequently extended to
July 30, 1996. Through July 30, 1996, the Company received approximately
$8,000,000 upon the exercise of 1,149,175 warrants.
3. INVENTORIES
Inventories consist principally of raw materials and assembled parts at
June 30, 1996 and December 31, 1995.
4. NET INCOME PER SHARE
Net income per common share is computed based on the weighted average
number of common shares and common share equivalents outstanding. Such weighted
average number was 3,526,598 and 3,472,519 for the six months ended June 30,
1996 and 1995, respectively and 3,583,105 and 3,472,519 for the three months
ended June 30, 1996 and 1995, respectively.
5. RECLASSIFICATIONS
Certain reclassifications have been made to prior periods to conform to
the presentation used in 1996.
5
<PAGE> 8
6. SUBSEQUENT EVENTS
On July 18, 1996, the Company announced that it had signed a definitive
agreement to merge with Hologic, Inc. ("Hologic") in a tax free transaction
accounted for as a pooling of interests. Upon consummation of the merger,
expected to occur on August 29, 1996, the Company will become a wholly owned
subsidiary of Hologic. The stockholders of the Company's common stock
immediately prior to the effective time of the merger, will become holders of
common stock of Hologic. In the merger, each share of FluoroScan Common Stock
will be converted into the right to receive 0.31069 shares of Hologic Common
Stock, subject to certain adjustments. Based on the closing price of Hologic's
Common Stock on August 7, 1996 and the above conversion ratio, the equivalent
per share price of FluoroScan Common Stock was $12.23.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain income
statement data of the Company expressed as a percentage of net sales.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------------- ------------------------------------
JUNE 30, 1996 JUNE 30, 1995 JUNE 30, 1996 JUNE 30, 1995
-------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.................................. 100.0% 100.0% 100.0% 100.0%
Cost of goods sold......................... 48.3 41.2 45.6 41.4
-------------- --------------- ---------------- ----------------
Gross profit............................... 51.7 58.8 54.4 58.6
Selling, general and administrative expense 46.1 43.9 43.2 42.7
-------------- --------------- ---------------- ----------------
Operating income........................... 5.6 14.9 11.2 15.9
Net other income........................... 2.2 3.6 2.5 3.9
-------------- --------------- ---------------- ----------------
Income before income taxes................. 7.8 18.5 13.7 19.8
Income taxes............................... 2.9 6.8 5.5 7.3
--------------- --------------- ----------------- ----------------
Net income................................. 4.9% 11.7% 8.2% 12.5%
=============== =============== ================= =================
</TABLE>
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Net sales for the six months ended June 30, 1996 were $6,904,732 compared with
$6,064,659 for the six months ended June 30, 1995, an increase of $840,073 or
13.9%. This increase was due primarily to increased sales of four- and
five-inch field-of-view FluoroScans. Also contributing to this increase was a
rise in the number of international shipments. This was partially offset by
the decline in sales of the three-inch field-of-view units. Management believes
that there has been a shift in market preference toward four- and five-inch
field of view FluoroScan units, even though these units are sold at higher unit
prices. During the period ended June 30, 1996, the Company also ceased
production of the FluoroScan I model, which was replaced by the FluoroScan III
model in fourth quarter 1995. The FluoroScan III model is distinguished from
earlier models in that it has dual video and permanent image storage
capabilities. The remaining inventory of FluoroScan I models was sold in first
quarter 1996.
6
<PAGE> 9
The Company's gross profit increased $202,498 or 5.7% for the six month
period ended June 30, 1996, as compared to the same period of 1995. Gross
profit as a percentage of net sales was 54.4% for the first six months of 1996,
compared to 58.6% in the comparable period of 1995. This decrease occurred
primarily as a result of a change in the Company's sales mix. The Company
realized a greater percentage of international sales in the current period.
The company sells internationally through independent distributors, who receive
no commissions, but who purchase FluoroScan units at a discount to selling
price. This practice results in a lower gross profit and lower selling expenses
than on domestic sales, on which the company does not allow distributor
discounts, but upon which it pays sales commissions. Also contributing to the
gross profit percentage decline were lower margins on the newly introduced
FluoroScan III model, which is slightly more expensive to produce, than the
FluoroScan I model which it replaced. Partially offsetting these declines was
a gross profit percentage gain related to increased volume.
Selling, general and administrative expense in the first six months of 1996 was
$2,981,546 or 43.2% of net sales, compared with $2,589,207 or 42.7% of net
sales in the comparable period in 1995. This increase was primarily
attributable to higher compensation costs, advertising and tradeshow
expenditures, as well as costs associated with the Company's new branch in
France, which was opened in November 1995.
The Company's other income was $169,912 for the six months ended June 30,
1996, compared to $234,277 for the six months ended June 30, 1995, a decrease
of $64,365. This was primarily due a reduction in royalty income.
Net income was $569,405 or $0.16 per share for the six months ended June 30,
1996, based on weighted average common shares outstanding of 3,526,598. This
represented a 24.9% decrease in net income from the comparable 1995 period
amount of $758,311 or $0.22 per share based on weighted average common shares
and share equivalents outstanding of 3,472,519.
THREE MONTHS ENDED JUNE 30, 1996 AND 1995
Net sales for the three months ended June 30, 1996 were $3,402,698 compared
with $3,573,737 for the three months ended June 30, 1995, a decrease of
$171,039 or 4.8%. The decrease in net sales was primarily attributable to the
decline in demand for three-inch field-of-view units. This was partially
offset by increases in four- and five-inch field-of view unit sales and in
international sales.
The Company's gross profit decreased $340,455 or 16.2% for the three month
period ended June 30, 1996, as compared to the same period of 1995. Gross
profit as a percentage of net sales was 51.7% for the second quarter 1996,
compared to 58.8% in the comparable period of 1995. This decrease occurred
primarily as a result of a change in sales mix and a decline in sales volume.
The Company realized a greater percentage of international sales in the current
period. The Company sells internationally through independent distributors,
who receive no commissions, but who purchase FluoroScan units at a discount to
selling price. This practice results in a lower gross profit and lower selling
expenses than on domestic sales, on which the Company does not allow
distributor discounts, but upon which it pays sales commissions. Also
contributing to the gross profit percentage decline were lower margins on the
newly introduced FluoroScan III model, which is slightly more expensive to
produce, than the FluoroScan I model which it replaced.
Selling, general and administrative expense in the second quarter of 1996 was
$1,569,232 or 46.1% of net sales, compared with $1,568,830 or 43.9% of net
sales in the comparable period in 1995. This increase was primarily
attributable to higher compensation expense and costs associated with the
Company's new branch in France, which was opened in November 1995. Increases
were partially offset by reduced commission expense.
7
<PAGE> 10
The Company's other income was $75,804 for the second quarter ended June 30,
1996, compared to $127,942 for the comparable period of 1995, a decrease of
$52,138. This was primarily due to reduced royalty income.
Net income was $165,794 or $0.05 per share for the second quarter ended June
30, 1996, based on weighted average common shares outstanding of 3,583,105.
This represented a 60.3% decrease in net income from the comparable 1995 period
amount of $417,689 or $0.12 per share based on weighted average common shares
and share equivalents outstanding of 3,472,519.
LIQUIDITY AND CAPITAL RESOURCES
In the six months ended June 30, 1996, working capital increased by $1,123,951
from $7,819,679 at December 31, 1995 to $8,943,630 at June 30, 1996. This
increase was primarily attributable to the warrant exercises through the June
30 date, and to increases in accounts receivable and inventory. This was
offset, in part, by increases in accounts payable. Cash provided by operating
activities amounted to $580,941 for the six months ended June 30, 1996. In the
comparable period of 1995, cash provided by operating activities was $200,589.
The Company may use portions of its cash balance to fund increases in sales and
marketing programs and in research and development. Such cash investments,
while designed to increase net sales, would increase selling, general and
administrative expenses.
The Company currently has no long-term debt. The Company believes cash
balances, which totaled $6,435,280 at June 30, 1996, and internally generated
funds will be sufficient to meet its liquidity needs for the foreseeable
future.
Capital expenditures for the first six months of 1996 were $77,315, compared
with $143,967 in the comparable period of the prior year. Expenditures
primarily consisted of purchases of computer and office equipment.
On June 10, 1996, the Company announced that it would redeem all of its
1,150,000 Common Stock Purchase Warrants outstanding at a price of $0.01 per
warrant, to be effective July 15, 1996. This date was subsequently extended to
July 30, 1996. Through July 30, 1996, the Company received approximately
$8,000,000 upon the exercise of 1,149,175 warrants.
8
<PAGE> 11
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this document that are not historical facts are
forward-looking statements subject to the safe harbor created by the Private
Securities Litigation Reform Act of 1995. The Company cautions readers of this
document that a number of important factors could cause the Company's actual
consolidated results for 1996 and beyond to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, the
Company. These important factors include, without limitations, competitors'
ability to develop more advanced or attractive products or to circumvent the
Company's exclusive use of its patented technology, the Company's inability to
protect its patented technology from infringement or its potential infringement
of third party rights, uncertainties in product development and introduction,
limited number of suppliers, potential product liability, adverse trends in the
health care field, adverse changes in governmental regulations, risks inherent
in international sales, loss of key personnel, and general economic and
business conditions. These important factors and other factors which could
affect the Company's results are more fully discussed under "Risk Factors" in
the Company's prospectus dated July 11, 1994, as well as under the proxy
statement/prospectus dated August 7, 1996, that is a part of the registration
statement on Form S-4 of Hologic, and elsewhere in the Company's filings with
the Securities and Exchange Commission. Readers of this document are referred
to such filings.
9
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 4. MATTER SUBMITTED TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting of stockholders held on June 5, 1996, as
described in the Company's proxy statement dated April 23, 1996, the following
proposals were submitted to a vote of the stockholders: (i) election of two
Class II directors of the Company; and (ii) approval of the First Amendment to
the Company's 1995 Stock Incentive Plan.
With respect to the election of directors, Larry Bier and Bruce W. Johnson
were elected as Class II directors to serve for three year terms expiring at
the annual meeting of stockholders in 1999. 3,219,667 votes were cast in favor
of these directors and there were 28,213 abstentions. The following directors'
terms of office continued after the meeting: Larry S. Grossman, Arlen L.
Issette (terms expiring in 1997) and Theodore Sall, Ph.D. (term expiring in
1998).
In addition, at the annual meeting, the stockholders approved the First
Amendment to the Company's 1995 Stock Incentive Plan. 1,952,449 votes were
cast in favor of the First Amendment to the Company's 1995 Stock Incentive Plan
and 300,109 votes were cast against the First Amendment to the Company's 1995
Stock Incentive Plan.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K
None.
10
<PAGE> 13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FLUOROSCAN IMAGING SYSTEMS, INC.
--------------------------------
(Registrant)
Date: August 13, 1996 By:/s/ Larry S. Grossman
--------------------------------------------
Larry S. Grossman
Chairman and Chief Executive Officer
Date: August 13, 1996 By:/s/ Bernard Klos
--------------------------------------------
Bernard Klos
Vice President of Finance and Administration
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Form 10-QSB dated June 30, 1996
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 6,435,280
<SECURITIES> 0
<RECEIVABLES> 2,201,237
<ALLOWANCES> 0
<INVENTORY> 1,894,875
<CURRENT-ASSETS> 10,728,615
<PP&E> 595,131
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,707,391
<CURRENT-LIABILITIES> 1,784,985
<BONDS> 0
<COMMON> 355
0
0
<OTHER-SE> 9,922,051
<TOTAL-LIABILITY-AND-EQUITY> 11,707,391
<SALES> 6,904,732
<TOTAL-REVENUES> 7,074,644
<CGS> 3,148,693
<TOTAL-COSTS> 6,130,239
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 944,405
<INCOME-TAX> 375,000
<INCOME-CONTINUING> 569,405
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 569,405
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
</TABLE>
